Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“Lithium Americas” or the
“Company”) today announced that it has priced its
previously announced offering of US$225,000,000 aggregate principal
amount of convertible senior notes due 2027 (the
“
Notes” and the “
Offering”). The
Company has granted the initial purchasers an over-allotment option
to purchase up to an additional US$33,750,000 aggregate principal
amount of Notes, exercisable in whole or in part at any time until
30 days after the pricing of the Offering.
The Notes will be unsecured and will accrue
interest payable semi-annually in arrears at a rate of 1.75% per
annum on January 15 and July 15 of each year, beginning on July 15,
2022. Prior to October 15, 2026, the Notes will be convertible at
the option of the holders during certain periods, upon satisfaction
of certain conditions. Thereafter, the Notes will be convertible at
any time until the close of business on the business day
immediately preceding the maturity date. Upon conversion, the Notes
may be settled, at the Company’s election, in common shares of the
Company (the “Shares”), cash or a combination
thereof. The initial conversion rate for the Notes will be 21.2307
Shares per US$1,000 principal amount of Notes, equivalent to an
initial conversion price of approximately US$47.10 per Share. The
initial conversion price of the Notes represents a premium of
approximately 35% to the last reported sale price of the Shares on
the New York Stock Exchange (the “NYSE”).
The Company intends to use the net proceeds from
the Offering to repay its indebtedness, including the US$205
million senior secured credit facility, and for general corporate
purposes.
The Notes will mature on January 15, 2027,
unless earlier repurchased, redeemed or converted. The Company may
not redeem the Notes prior to December 6, 2024, except upon the
occurrence of certain changes to the laws governing Canadian
withholding taxes. After December 6, 2024, the Company will have
the right to redeem the Notes as its option in certain
circumstances. Holders of Notes will have the right to require the
Company to repurchase their Notes upon the occurrence of certain
events.
The Offering is expected to close on or about
December 6, 2021, subject to various closing conditions, including
the approval of the Toronto Stock Exchange (the
“TSX”) and the NYSE. For the purposes of TSX
approvals in connection with the Offering, the Company intends to
rely on the exemption set forth in Section 602.1 of the TSX Company
Manual, which provides that the TSX will not apply its standards to
certain transactions involving eligible interlisted issuers on a
recognized exchange, such as the NYSE.
The Notes will be offered on a private placement
basis and will not be offered by way of a prospectus in Canada, the
U.S., or any other jurisdiction. The Notes and the distribution of
Shares issuable upon conversion of the Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any state
securities laws and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the rules promulgated thereunder and applicable state securities
laws. The Notes will be offered (i) to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act and (ii) outside the United States to non-U.S.
persons in reliance on Rule 903 of Regulation S under the
Securities Act, and, in the case of offers in Canada, to persons
who are “accredited investors” and “permitted clients” within the
meaning of Canadian securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in the United States or in any other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction. The Offering may be made only by means of an
offering memorandum.
ABOUT LITHIUM AMERICAS
Lithium Americas is a development-stage company
with projects in Jujuy, Argentina and Nevada, United States.
Lithium Americas trades on both the Toronto Stock Exchange and on
the New York Stock Exchange, under the ticker symbol “LAC”.
For further information contact:
Investor RelationsTelephone: 778-656-5820Email:
ir@lithiumamericas.comWebsite: www.lithiumamericas.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain statements in this release constitute
“forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking
information” under applicable Canadian securities legislation
(collectively, “forward-looking statements”). Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company, its projects, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such statements can be identified by
the use of words such as “may”, “would”, “could”, “will”, “intend”,
“expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved. These statements reflect
the Company’s current expectations regarding future events,
financial or operating performance and results, and speak only as
of the date of this release. Such statements include without
limitation, the Company’s expectations with respect to the
completion of the Offering and the timing thereof, and the expected
use of proceeds therefrom.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to, risks related to the
Company’s ability to consummate the Offering on the terms described
or at all; the fact that the Company’s management will have broad
discretion in the use of certain of the proceeds from the Offering;
uncertainty regarding the stable and supportive legislative,
regulatory and community environment in the jurisdictions where the
Company operates, or the enforcement of such laws and regulations
by the applicable authorities; the failure of parties to contracts
with the Company to perform as agreed; social or labour unrest;
risks relating to general economic conditions; changes in commodity
prices, including the market price of lithium; the impact of
COVID-19 on the Company’s business; anticipated timing and results
of exploration, development and construction activities; and the
Company’s ability to develop and achieve production at any of the
Company’s mineral exploration and development properties, and to
deliver anticipated results or results that would justify and
support continued exploration, studies, development or operations.
Additional information about these assumptions and risks and
uncertainties is contained in the Company’s filings with securities
regulators, including the Company’s most recent annual information
form and most recent management’s discussion and analysis for the
Company’s most recently completed financial year and interim
financial period, which are available on SEDAR at www.sedar.com and
EDGAR at www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
Company believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. These forward-looking statements are
made as of the date of this release and are expressly qualified in
their entirety by this cautionary statement. Subject to applicable
securities laws, the Company does not assume any obligation to
update or revise the forward-looking statements contained herein to
reflect events or circumstances occurring after the date of this
release.
Lithium Americas (TSX:LAC)
Historical Stock Chart
From Apr 2024 to May 2024
Lithium Americas (TSX:LAC)
Historical Stock Chart
From May 2023 to May 2024